exv4w13w28






Exhibit 4.13.28




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to which a pdf scan of this document is attached to an Austrian addressee or sending any e-mail
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Austrian addressee.





     SUPPLEMENT NO. 29 (this “Supplement”) dated as of August
19, 2011 to the Collateral Agreement dated as of November 5, 2009
(the “Collateral Agreement”), among REYNOLDS GROUP HOLDINGS INC.,
a corporation organized under the laws of the state of Delaware
(“RGHI”), PACTIV CORPORATION, a corporation organized under the
laws of the state of Delaware (“Pactiv”), REYNOLDS CONSUMER
PRODUCTS HOLDINGS INC., a corporation organized under the laws of
the state of Delaware (the “U.S. Term Borrower” and, together with
RGHI and Pactiv, the “U.S. Term Borrowers”), CLOSURE SYSTEMS
INTERNATIONAL HOLDINGS INC., a corporation organized under the
laws of the state of Delaware (together with the U.S. Term
Borrowers, the “Borrowers”), REYNOLDS GROUP ISSUER LLC, a limited
liability company formed under the laws of the state of Delaware
(the “U.S. Issuer”), REYNOLDS GROUP ISSUER INC., a corporation
organized under the laws of the state of Delaware (the “U.S.
Co-Issuer” and, together with the U.S. Issuer, the “Issuers”),
each Subsidiary of Holdings from time to time party thereto (each
such Subsidiary, the Borrowers and the Issuers are referred to
collectively herein as the “Grantors”) and THE BANK OF NEW YORK
MELLON, as collateral agent (in such capacity, the “Collateral
Agent”) for the Secured Parties (as defined therein).




     A. Reference is made to (a) the Second Amended and Restated Credit Agreement dated as
of August 9, 2011 (as amended, extended, restructured, renewed, novated, supplemented,
restated, refunded, replaced or otherwise modified from time to time, the “Credit
Agreement”), among the Borrowers, the European Borrowers (as defined therein), Holdings,
the guarantors from time to time party thereto, the lenders from time to time party thereto
(the “Lenders”) and Credit Suisse AG, as administrative agent (in such capacity, the “Administrative
Agent”), (b) the Indenture dated as of November 5, 2009 (as amended, extended,



 









 






restructured, renewed, refunded, novated, supplemented, restated, replaced or otherwise
modified from time to time, the “2009 Senior Secured Note Indenture”), among the Reynolds
Group Escrow LLC, Reynolds Group DL Escrow Inc. and The Bank of New York Mellon, as trustee
(in such capacity, the “2009 Indenture Trustee”), principal paying agent, transfer agent
and collateral agent and The Bank of New York Mellon, London Branch, as paying agent, (c)
the Indenture dated as of October 15, 2010 (as amended, extended, restructured, renewed,
refunded, novated, supplemented, restated, replaced or otherwise modified from time to
time, the “2010 Senior Secured Note Indenture”), among RGHL US Escrow I LLC, RGHL US Escrow
I Inc., RGHL Escrow Issuer (Luxembourg) I S.A., The Bank of New York Mellon, as trustee (in
such capacity, the “2010 Indenture Trustee”), principal paying agent, registrar, transfer
agent and collateral agent, Wilmington Trust (London) Limited, as additional collateral
agent and The Bank of New York Mellon, London Branch, as paying agent, (d) the Indenture
dated as of February 1, 2011 (as amended, extended, restructured, renewed, refunded,
novated, supplemented, restated, replaced or otherwise modified from time to time, the
“2011 Senior Secured Note Indenture”) among Reynolds Group Issuer LLC, Reynolds Group
Issuer Inc., Reynolds Group Issuer (Luxembourg) S.A., the Senior Secured Note Guarantors
(as defined therein), The Bank of New York Mellon, as trustee (in such capacity, the “2011
Indenture Trustee”), principal paying agent, registrar, transfer agent and collateral
agent, Wilmington Trust (London) Limited, as additional collateral agent and The Bank of
New York Mellon, London Branch, as paying agent and (e) the First Lien Intercreditor
Agreement dated as of November 5, 2009, as amended by Amendment No. 1 and Joinder Agreement
dated as of January 21, 2010 (as further amended, novated, supplemented, restated or
modified from time to time, the “First Lien Intercreditor Agreement”), among the Collateral
Agent, the 2009 Indenture Trustee, the 2010 Indenture Trustee, the 2011 Indenture Trustee,
the Administrative Agent and the Loan Parties party thereto.




     B. Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms pursuant to the Collateral Agreement.




     C. The Grantors have entered into the Collateral Agreement in order to induce the
Secured Parties to extend credit to the Grantors pursuant to the Loan Documents.




     D. Section 5.16 of the Collateral Agreement provides that additional U.S.
Subsidiaries of Holdings may become Grantors under the Collateral Agreement by execution
and delivery of an instrument in the form of Exhibit A thereto (a “Supplement”).



2









 






     E. The undersigned U.S. Subsidiary (the “New U.S. Subsidiary”) is, among others,
party to that certain Agreement and Plan of Merger, dated as of June 17, 2011, pursuant to
which the New U.S. Subsidiary will merge with and into Graham Packaging Company Inc.
(“Graham”), with Graham as the surviving entity (the “Merger”). Upon the effectiveness of
the Merger, Graham will expressly assume all obligations of the New U.S. Subsidiary under
the Collateral Agreement and, in addition, enter into a new Supplement (the “Graham
Supplement”). It is expressly acknowledged that upon the execution and delivery of the
Graham Supplement, the terms and conditions of this Supplement will be automatically
modified and superseded to the extent set forth in the Graham Supplement and such
modifications shall be deemed to have been applicable from the date hereof.




     F. The New U.S. Subsidiary is executing this Supplement in accordance with the
requirements of the Collateral Agreement and the other Loan Documents to become a Grantor
under the Collateral Agreement in order to induce the Secured Parties to extend additional
credit and as consideration for credit previously extended, in each case, under the Loan
Documents.




     Accordingly, the Collateral Agent and the New U.S. Subsidiary agree as follows:




     SECTION 1. In accordance with Section 5.16 of the Collateral Agreement, the New U.S.
Subsidiary by its signature below becomes a U.S. Grantor under the Collateral Agreement
with the same force and effect as if originally named therein as a U.S. Grantor and the New
U.S. Subsidiary hereby (a) agrees to all the terms and provisions of the Collateral
Agreement applicable to it as a U.S. Grantor thereunder and (b) represents and warrants
that the representations and warranties made by it as a U.S. Grantor thereunder are true
and correct on and as of the date hereof. In furtherance of the foregoing, the New U.S.
Subsidiary, as security for the payment and performance in full of the Obligations, does
hereby create and grant to the Collateral Agent, its successors and assigns, for the
ratable benefit of the Secured Parties, their successors and assigns, a security interest
in and lien on all of the New U.S. Subsidiary’s right, title and interest in and to the
Collateral of the New U.S. Subsidiary to the extent provided in the Collateral Agreement.
Each reference to a “Grantor” and “U.S. Grantor” in the Collateral Agreement shall be
deemed to include the New U.S. Subsidiary. The Collateral Agreement is hereby incorporated
herein by reference.




     SECTION 2. The New U.S. Subsidiary represents and warrants to the Collateral Agent
and the other Secured Parties that this Supplement has been duly authorized, executed and
delivered by it and constitutes its legal, valid and binding obligation, enforceable
against it in accordance with the terms hereof.



3









 






     SECTION 3. This Supplement may be executed in counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Supplement shall become
effective when the Collateral Agent shall have received counterparts of this Supplement
that, when taken together, bear the signatures of the New U.S. Subsidiary and the
Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile
transmission or other customary means of electronic transmission shall be effective as
delivery of a manually signed counterpart of this Supplement.




     SECTION 4. The New U.S. Subsidiary hereby represents and warrants that (a) set forth
on Schedules 1 through 12 attached hereto are true and correct schedules of the
information, with respect to such New U.S. Subsidiary, required by the Perfection
Certificate the form of which is attached as Exhibit B to the Collateral Agreement and (b)
set forth under its signature hereto, is the true and correct legal name of the New U.S.
Subsidiary and its jurisdiction of organization.




     SECTION 5. Except as expressly supplemented hereby, the Collateral Agreement shall
remain in full force and effect.



          SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.




     SECTION 7. In case any one or more of the provisions contained in this Supplement
should be held invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and in the Collateral Agreement
shall not in any way be affected or impaired thereby (it being understood that the
invalidity of a particular provision in a particular jurisdiction shall not in and of
itself affect the validity of such provision in any other jurisdiction). The parties hereto
shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.




     SECTION 8. All communications and notices hereunder shall (except as otherwise
permitted by the Collateral Agreement) be in writing and given as provided pursuant to
Section 5.01 of the Collateral Agreement.




     SECTION 9. The New U.S. Subsidiary agrees to reimburse the Collateral Agent for its
out-of-pocket expenses in connection with this Supplement, including the fees, other
charges and disbursements of counsel for the Collateral Agent as provided in Section 5.06
of the Collateral Agreement, mutatis mutandis.



4









 






     SECTION 10. The New U.S. Subsidiary is a corporation duly organized under the law of
Delaware.




     SECTION 11. It is expressly acknowledged that upon the execution and delivery of the
Graham Supplement, the terms and conditions of this Supplement will be automatically
modified and superseded to the extent set forth in the Graham Supplement and such
modifications shall be deemed to have been applicable from the date hereof.



5









 






     IN WITNESS WHEREOF, the New U.S. Subsidiary and the Collateral Agent have duly
executed this Supplement to the Collateral Agreement as of the day and year first above
written.



	 	 	 	 	 
	 	BUCEPHALAS ACQUISITION CORP.

 	 
	 	By  	/s/ Helen Dorothy Golding
 	 
	 	 	Name:  	Helen Dorothy Golding 	 
	 	 	Title:  	Secretary	 
	 	 	Address:	Corporation Trust Center


1209 Orange Street

Wilmington, DE 19801


	 	 	Legal Name: 	Bucephalas Acquisition Corp.
	 	 	Jurisdiction of Formation: Delaware 




Signature Page to Collateral Supplement of Bucephalas Acquisition corp.



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as Collateral

Agent

 	 
	 	By  	/s/ Catherine F. Donohue
 	 
	 	 	Name:  	Catherine F. Donohue 	 
	 	 	Title:  	Vice President 	 




Signature Page to Collateral Supplement of Bucephalas Acquisition corp.




 









 






	 	 	 	 	 



Schedule 1 to

Supplement No. 29 to the

Collateral Agreement




Schedule 1




Names



	 	 	 	 	 
	 	 	 	 	Change in Identity or
	 	 	Other Legal Names	 	Corporate Structure Within
	Grantor’s Exact Legal Name	 	(including date of change)	 	the Past 5 years
	Bucephalas Acquisition Corp.
	 	None
	 	None






 









 






Schedule 2(a) to

Supplement No. 29 to the

Collateral Agreement




Schedule 2(a)




Jurisdictions and Locations



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Organizational	 	Chief Executive Office
	 	 	Jurisdiction of	 	 	 	Identification Number	 	or Registered Office Address
	Grantor	 	Organization	 	Form of Organization	 	(if any)	 	(including county)
	Bucephalas 

Acquisition Corp.
	 	Delaware
	 	Corporation
	 	4995748
	 	Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

(New Castle County)






 









 






Schedule 2(b) to

Supplement No. 29 to the

Collateral Agreement




Schedule 2(b)




Location of Other Persons that Possess Collateral



	 	 	 
	 	 	Names and Addresses of Other Persons
	Grantor	 	that Possess any Collateral (including county)
	None	 	 






 









 






Schedule 5 to

Supplement No. 29 to the

Collateral Agreement




Schedule 5




UCC Filings



	 	 	 
	Grantor	 	UCC Filing Office/County Recorder’s Office
	Bucephalas Acquisition Corp.
	 	Delaware Secretary of State

Department of Corporations

Uniform Commercial Code Division

401 Federal Street

Dover, DE 19901






 









 






Schedule 6 to

Supplement No. 29 to the

Collateral Agreement




Schedule 6




Stock Ownership and Other Equity Interests



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Certificate	 	Number of	 	Percentage of
	Grantor	 	Issuer	 	Number	 	Equity Interests	 	Ownership
	None	 	 	 	 	 	 	 	 






 









 






Schedule 7 to

Supplement No. 29 to the

Collateral Agreement




Schedule 7




Debt Instruments



	 	 	 	 	 	 	 	 	 
	Grantor	 	Creditor	 	Debtor	 	Type	 	Amount
	None	 	 	 	 	 	 	 	 






 









 






Schedule 8 to

Supplement No. 29 to the

Collateral Agreement




Schedule 8




Mortgaged Property and Mortgage Filings



	 	 	 	 	 	 	 	 	 
	 	 	Exact Name of	 	Exact Name of	 	 	 	 
	Mortgaged Property	 	Owner	 	Record Owner	 	Property Address	 	Filing Office
	None
	 	 	 	 	 	 	 	 






 









 






Schedule 9(a) to

Supplement No. 29 to the

Collateral Agreement




Schedule 9(a)




Intellectual Property



Copyrights and Copyright Applications



COPYRIGHTS OWNED BY BUCEPHALAS ACQUISITION CORP.



U.S. Copyright Registrations



None.



Pending U.S. Copyright Applications for Registration



None.



Non-U.S. Copyright Registrations



None.



Non-U.S. Pending Copyright Applications for Registration



None.



 









 





Schedule 9(b) to

Supplement No. 29 to the

Collateral Agreement




Schedule 9(b)




Intellectual Property



Patents and Patent Applications



PATENTS OWNED BY BUCEPHALAS ACQUISITION CORP.



U.S. Patents



None.



U.S. Patent Applications



None.



Non-U.S. Patents



None.



Non-U.S. Patent Applications



None.



 









 





Schedule 9(c) to

Supplement No. 29 to the

Collateral Agreement




Schedule 9(c)



Intellectual Property



Trademarks and Trademark Applications



TRADEMARK/TRADE NAMES OWNED BY BUCEPHALAS ACQUISITION CORP.



U.S. Trademark Registrations



None.



U.S. Trademark Applications



None.



State Trademark Registrations



None.



Non-U.S. Trademark Registrations



None.



Non-U.S. Trademark Applications



None.



Trade Names



None.



 









 





Schedule 9(c) to

Supplement No. 29 to the

Collateral Agreement




LICENSES



I. Licenses/Sublicenses of Bucephalas Acquisition Corp. as Licensor/Sublicensor on Date Hereof




A. Copyrights




U.S. Copyrights



None.



Non-U.S. Copyrights



None.



B. Patents




U.S. Patents



None.



U.S. Patent Applications



None.



Non-U.S. Patents



None.



Non-U.S. Patent Applications



None.



C. Trademarks




U.S. Trademarks




None.




U.S. Trademark Applications



None.



Non-U.S. Trademarks



None.



Non-U.S. Trademark Applications



None.



 









 





Schedule 9(c) to

Supplement No. 29 to the

Collateral Agreement




D. Others




None.



II. Licenses/Sublicenses of Bucephalas Acquisition Corp. as Licensee/Sublicensee on Date Hereof




A. Copyrights




U.S. Copyrights



None.



Non-U.S. Copyrights



None.



B. Patents




U.S. Patents



None.



U.S. Patent Applications



None.



Non-U.S. Patents



None.



Non-U.S. Patent Applications



None.



U.S. Trademarks



None.



U.S. Trademark Applications



None.



Non-U.S. Trademarks



None.



Non-U.S. Trademark Applications



 









 





Schedule 9(c) to

Supplement No. 29 to the

Collateral Agreement




None.



D. Others




None.



 









 





Schedule 10 to

Supplement No. 29 to the

Collateral Agreement




Schedule 10




Commercial Tort Claims



	 	 	 	 	 
	Grantor/Plaintiff	 	Defendant	 	Description
	None
	 	 	 	 






 









 






Schedule 11 to

Supplement No. 29 to the

Collateral Agreement




Schedule 11




Deposit Accounts



	 	 	 	 	 	 	 
	 	 	Depositary Institution	 	 	 	 
	Grantor	 	(including address)	 	Type of Account	 	Account Number
	None
	 	 	 	 	 	 






 









 






Schedule 12 to

Supplement No. 29 to the

Collateral Agreement




Schedule 12




Securities Accounts



	 	 	 	 	 	 	 
	 	 	Intermediary Institution	 	 	 	 
	Grantor	 	(including address)	 	Type of Account	 	Account Number
	None